UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
                     For the fiscal year ended May 31, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                For the transition period from ________ to ________

                         Commission file number 0-17978

                              EDD HELMS GROUP, INC.
                 (Name of small business issuer in its charter)

             Florida                                     59-2605868
     (State or other jurisdiction                     (I.R.S. Employer
      of incorporation or origination)              Identification No.)

   17850 N.E. 5th Avenue, Miami, Florida                  33162-1008
  (Address of principal executive offices)                (Zip Code)

Issuer's telephone number (305) 653-2520

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                 Name of each exchange on which registered

       None                                      None

Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.01 Par Value
                                (Title of class)

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act.                                     [ ] Yes [X] No

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.         [ ] Yes [X] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.                                  [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.                                        [ ]

The issuer's revenues for its most recent fiscal year were $17,061,764.

The  aggregate  market value of the voting and non voting  common equity held by
non-affiliates  computed by reference to the average bid and asked price of such
common equity as of February 2, 2006, was  $401,995.65  (1,914,265  shares at an
average bid price of $.21 per share).

There were 12,574,896 shares  outstanding of the issuer's common stock, $.01 par
value, as of February 2, 2006.
<PAGE>

                        EDD HELMS GROUP, INC. AND SUBSIDIARIES
                                   FORM 10-KSB
                                TABLE OF CONTENTS

PART I                                                                     PAGE
--------                                                                   ----
  Item 1.   Description of Business.                                          4
  Item 2.   Description of Property.                                         13
  Item 3.   Legal Proceedings.                                               13
  Item 4.   Submission of Matters to a Vote of Security Holders.             14

PART II
--------
  Item 5.   Market for Common Equity and Related Stockholder Matters.        14
  Item 6.   Management's Discussion and Analysis or Plan of Operation.       15
  Item 7.   Financial Statements.                                            20
  Item 8.   Change in and Disagreements With Accountants on Accounting and
              Financial Disclosure.                                          43
  Item 8A.  Controls and Procedures.                                         43

PART III
--------
  Item 9.   Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act.             43
  Item 10.  Executive Compensation.                                          45
  Item 11.  Security Ownership of Certain Beneficial Owners, Management
                    and Related Stockholder Matters.                         47

  Item 12.  Certain Relationships and Related Transactions.                  48
  Item 13.  Exhibits.                                                        49
  Item 14.  Principal Accountant Fees and Services.                          49


                                       2
<PAGE>

Forward-Looking Information

Certain information contained or incorporated by reference in this Annual Report
on Form  10KSB  is  forward  looking  in  nature.  All  statements  included  or
incorporated  by  reference  in this  Annual  Report  on Form  10-KSB or made by
management of Edd Helms Group, Inc. and its subsidiaries,  other than statements
of historical fact, are forward-looking statements.  Examples of forward-looking
statements include statements regarding Edd Helms Group, Inc.'s future financial
results,  operating results,  business  strategies,  projected costs,  products,
competitive  positions  and  plans,  and  objectives  of  management  for future
operations.  In some cases,  forward-looking  statements  can be  identified  by
terminology  such as  "may",  "will",  "should",  "would",  "expects",  "plans",
"anticipates",  "believes", "estimates", "predicts", "potential", "continue", or
the negative of these terms or other comparable terminology. These statements by
their nature involve substantial risks and uncertainties, and actual results may
differ  materially  depending  on a variety  of  factors,  many of which are not
within our control. These factors include, but are not limited to:
  o Economic conditions generally and in the industries in which our
      customers participate
  o Competition within our industry, including:
  o Competition from much larger competitors
  o Price increases or supply limitations for components purchased by us
      and delays, reductions, or cancellations of orders previously placed
      with and by us, or,
  o Cancellations of orders previously placed with and by us.


                                       3
<PAGE>

                                     PART I

Terms used in this report:
HVAC       Heating, Ventilation, Air Conditioning
CCTV       Closed Circuit Television
ABYC       American Boating and Yachting Council
CFC's      ChloroFlouroCarbon
UPS        Uninterruptible Power Supply (a sophisticated battery)
NASDAQ     National Association of Securities Dealers Automated Quotation System
Gigabit    1,000,000 bits of computer information
Clean-room Sterile or semi-sterile manufacturing environment

Item 1. Description of Business.

We are a Florida  Corporation,  organized  in 1985 and  originally  incorporated
under the name of Hotelecopy,  Inc. In August of 1999,  Hotelecopy,  Inc. merged
with Edd Helms,  Inc. a Florida  corporation  and  changed its name to Edd Helms
Group,   Inc.  We  presently  have  three   wholly-owned   Florida   corporation
subsidiaries:

          Edd Helms Air Conditioning, Inc.,
          Edd Helms Marine Air Conditioning and Refrigeration, LLC, and
          Datatelcom, Inc.

Edd Helms Group, Inc., is a diversified services company with specific
disciplines of service in the areas of:

          Electrical and Data Communications,
             Trade Shows & Exhibition Services,
          Air Conditioning, Refrigeration and Mechanical,
          Marine Air Conditioning and Refrigeration, and
          Wireless and Cellular Towers.

Although the primary focus of our core business is service, we regularly perform
design-build  projects.  We also service the convention and exhibition  services
industry  with our  skilled  labor  force  and a large  inventory  of  temporary
equipment.  During the year, we employed over one  hundred-thirty  employees and
operated approximately fifty service vehicles, each with wireless communications
for peak efficiency in providing our services to our customer base.

We operate  multiple  rack mounted main computer  servers and a  combination  of
traditional,  thin client, and wireless workstations.  All software applications
are secure and accessed by our employees using Citrix  Presentation  Server (TM)
and Citrix Metaframe (TM) software,  or from any outside location where internet
access is available.  These secure  computer  systems have built-in  redundancy,
nightly automated data backup, and are powered by uninterruptible  power systems
and emergency  generators in the event of power outages. Our management software
is  specifically  designed  for the  service  industry  and  related  accounting
functions.  We use specialized service software to log service orders,  schedule
service calls, identify and ready the necessary repair parts or equipment, track
the work  order,  and provide  information  for  communication  with the service
technicians and customers.  Our secure databases combined with our secure online
electronic  image  storage and  retrieval  system from  Docstar  (TM) allows our
employees  to  quickly  locate  desired  documents  such  as  invoices,  checks,
correspondence or drawings using simple or complex keyword searches.

                                       4
<PAGE>

We are committed to providing the highest level of customer  service through the
development  of a highly  trained  workforce.  Prior to  employment,  we make an
assessment of the  technical  competence  level of all potential new  employees,
confirm background references and conduct criminal and driving record checks. In
addition,  all employees are subject to drug testing. Once hired,  employees are
required to complete a progressive  training  program to advance their technical
competencies  and to ensure that they understand and follow our safety practices
and other internal  policies.  Both technical and customer service personnel are
given intensive training in customer  communication,  sales and  problem-solving
skills.

Our ability to employ,  train and retain highly motivated service technicians to
provide quality service is a key to our success in being  competitive.  In order
to recruit  qualified  individuals,  we offer superior  training,  equipment,  a
safety program,  excellent benefits and career opportunities that we believe are
more comprehensive than those typically offered within the industry. We maintain
good  labor  relations  with our  employees.  Management  is  involved  in local
industry associations and participates in organized labor and training programs.
In those  business  units where our service  people are  unionized,  we have not
experienced  a strike or any  significant  labor  stoppage.  We believe that our
relationships with our employees are good. The strength of our business rests in
our reputation, workforce and management team.

A large  part of our  services  are  provided  by  means of our  mobile  service
vehicles.  These service vehicles and the licensed technicians that operate them
carry an inventory of equipment,  tools, parts and supplies needed to complete a
variety  of jobs.  The  technician  assigned  to a service  call  travels to the
business or residence,  interviews the customer, diagnoses the problem, presents
the solution, obtains agreement from the customer,  performs the work, and often
collects payment for the services provided.

We maintain a high  profile  advertising  campaign in the yellow  pages,  on the
internet,  and on radio and cable TV. We use a direct  sales force to market our
services.  We  continue  to  preserve  and  enhance  our value of the unique and
long-standing trade names and customer identification.  Our logo and identifying
marks are featured on all our trucks,  marketing materials,  and advertisements.
All of our field  technicians  wear uniform  shirts with our marketing  logo and
color, and display photo  identification for security to each customer when they
arrive.

                                       5
<PAGE>

Electrical and Data Communications

We provide these services to commercial  businesses,  factories,  hotels, banks,
convention facilities and residences. Our electrical services include preventive
maintenance,  emergency  repairs,  emergency  generators  and  replacements  (in
conjunction  with the  retrofitting  or  remodeling of a residence or commercial
building,  or as a result of an  emergency  repair)  of systems  and  associated
parts, buss duct,  electrical control systems,  wiring,  and panels.  Because we
maintain a large inventory of temporary  electric  cabling and  distribution for
use in our trade show business,  we have  developed a market in emergency  power
restoration for high rise buildings and condominiums following electrical fires.

Due to South  Florida's  recent  experience  with Hurricanes and the devastation
they cause,  we have  expanded our capacity for emergency  electrical  generator
systems.  Many businesses and homes in South Florida have  experienced  extended
power outages  lasting days or weeks  following a hurricane.  During the loss of
electrical power from the public utility, a customer with an emergency generator
system has the ability for their  generator to  automatically  take over and run
either  part or all  electrical  systems  in their  home or  business  including
central air conditioning, computer systems, hot water heaters, and lighting. For
critical  facilities  such as hospitals and computer data centers,  we have been
installing  emergency  generators  systems for many  years.  This  expansion  in
capacity is a result of significantly increased demand, primarily by homeowners.

Our  data  communications   services  primarily  include  the  installation  and
expansion of structured cabling systems consisting of computer room racks, fiber
optics cabling between these computer room racks and remote  distribution racks,
and megabit or gigabit copper wiring to individual computer workstations. We are
a certified dealer for Ortronics (TM) structured cabling systems as well as some
other leading manufacturers.

Trade Shows and Exhibition Services

We  provide  temporary  electrical  services  to the  convention  and trade show
industry. These services are generally provided in hotels, convention halls, and
temporary outside facilities.  We sell our services to decorators and trade show
groups where various  vendors  exhibit their products and services.  These trade
shows require  temporary power for the use of the individual  exhibitors  during
these events. We sell power, install and maintain the power and outlets,  remove
and store the inventory of temporary  equipment until the next trade show event,
for the respective group.

                                       6
<PAGE>

Edd Helms  Group has been a major  trade show  electrical  provider in the South
Florida area for the past twenty years. We have a full-time  marketing person to
further develop our presence in the trade show arena. With South Florida being a
major hub for  tourism,  we expect our sales in the trade show arena to continue
to grow over the next five years.

During  2002,  we entered into an  agreement  with a major hotel and  convention
facility  located in  Hollywood  Florida to provide  electrical  services to the
decorators and  exhibitors at the facility.  This facility has grown into one of
South  Florida's top  convention  facilities.  We maintain a separate  tradeshow
office at this facility  with a high speed  internet  connection  with the Miami
office allowing it to use the same software applications and management systems.

The  equipment  required  for a trade show  electrical  exhibition  provider  is
extensive and requires continuous  maintenance and annual safety  certification.
We own a large  inventory of trade show  equipment that is maintained and stored
at our main warehouse and storage  facilities.  We believe that this specialized
equipment has a value substantially in excess of that reflected in our books.

We believe that our convention trade show and exhibition services division would
benefit from acquisition of other trade show service providers.  We will attempt
to locate  acquisition  opportunities  in this arena that would allow us to grow
this niche market and allow us to maximize the use of our large inventory.

Air Conditioning, Refrigeration and Mechanical

We provide a broad variety of maintenance,  repair, and replacement  services to
both  residential  and  commercial  customers.  Most  of our  air  conditioning,
refrigeration and mechanical  efforts are in the service,  retrofit,  and design
build markets. Our services include preventive  maintenance  (periodic checkups,
cleaning and filter  change-outs),  emergency  repairs,  and the replacement (in
conjunction  with the  retrofitting  or  remodeling of a residence or commercial
building,  or as result of an emergency  repair  request) of HVAC and mechanical
systems including  chillers,  cooling towers,  hydronics,  process systems,  and
automated temperature controls. We also provide certain specialized services and
technical  facilities  management  services  to  commercial  building  owners or
building  managers.  In  connection  with  both new  installation  business  and
maintenance,  repair  and  replacement  services,  we sell a wide  range of HVAC
equipment, parts and supplies.

                                       7
<PAGE>

In 2005 our air conditioning  business reached a milestone with its selection by
the Museum of Art Fort Lauderdale to perform the HVAC, mechanical and electrical
improvements needed to host the King Tut exhibition,  Tutankhamun and the Golden
Age of the Pharaohs.  With South Florida's marine climate,  controlling humidity
and temperature  inside the museum was essential to Fort Lauderdale's  selection
as just one of four U.S.  stops for the King Tut exhibit.  This was a fast track
project starting July 12th and completed in late September. The project included
new chillers,  piping,  fresh air energy  recovery  ventilators,  variable speed
drives for existing air  handlers,  and an  elaborate  computerized  temperature
control  system to manage the  hundreds  of variable  conditions  the Museum has
experienced  since the exhibit  opened  December 15th with a public  estimate of
400,000 visitors.

Marine Air Conditioning and Refrigeration

From our Marine  facility  located in Fort  Lauderdale we provide ABYC certified
marine air conditioning and refrigeration  services  primarily to private yachts
between 40 feet and 230 feet(70 meters)in  length.  The Marine division uses the
same specialized service software, accounting,  document imaging, and management
systems thanks to a high speed internet connection with the Miami office.

In 2003 we were awarded a full  dealership by Marine Air (TM) to compliment  our
prior  dealerships for Cruisair (TM),  Tundra (TM),  Condaria (TM), Eskimo (TM),
U-Line (TM),  Polar Bay (TM),  and Grunert  (TM).  The South  Florida  market is
referred to by many as the boating capital of the United States, with megayachts
now docked and  serviced  here year round.  Many  seasonal  megayachts  use Fort
Lauderdale for their overhauls and refits,  prior to chartering to the Caribbean
and the  Mediterranean.  A marine marketing campaign was launched in 2002 and it
has  since  been  expanded  to  include  both  local  and  international  marine
publications to reach this special clientele.

Wireless & Cellular Towers

Our wireless  division  provides  services  primarily to the cellular  industry.
During the past year, we completed  installations for Cingular and Metro PCS. We
operate our wireless and tower business  under the name of Datatelcom,  Inc. The
work is performed by our own employees and with outside subcontractors.

                                       8
<PAGE>

The  nature  of the  work  is the  installation  of  antennas,  coaxial  cables,
electrical power of both AC and DC, and other electronic equipment on towers and
rooftops.  The work is generally  performed at heights from 100 feet to 300 feet
on rooftops, monopoles, self supporting towers and free standing towers.

We  provide  training  to our tower  climbers  through a  certification  program
operated by an independent tower training company.  We send one of our employees
to the third-party trainer who attends a comprehensive course in Certified Tower
Climbing Safety and Rescue. Upon completion of this course our employee receives
a  certification  which  then  enables  him to teach  this  course  to our other
employees.  This  provides  the  employees  with the  ability  to use the needed
knowledge  and skills to utilize the  techniques  and equipment  effectively  in
their  individual  work  environments.  The  work  is  performed  by  Datatelcom
employees and with outside subcontractors.

Safety is paramount to all of our  operations.  No parts of our  operations  are
ignored,  but  additional  safety  training and  attention is  maintained in the
wireless  group.  Since most of the wireless work is done at heights that exceed
100 feet, every precaution is taken to protect our employees.

Testing and  certifications of the test equipment and the materials  utilized by
the wireless division are an ongoing  educational  process supported by us. With
the  certified  training  programs,  our  employees  are equipped to perform the
highest quality of work while servicing the ever demanding cellular carriers.

We  believe  that  the  cellular  industry  is  continuously  evolving  with new
technologies and expanding markets. Although the cellular carriers have suffered
recently on Wall Street,  we believe that we have carved out a niche market that
should allow growth and increased sales over the next five years.

E-Commerce

We have developed a fully functional  Internet web site that is both an internet
and an intranet.  It is presently  being  utilized to market our  divisions  and
services as well as to allow our  tradeshow  customers  to purchase  and pay for
their  exhibition  services  online.  It is also growing in the  information and
training programs being offered to our employees.

                                       9
<PAGE>

We believe that  E-Commerce  opportunities  will benefit us. As a result we have
developed and will continue to develop,  on-line  services.  We believe that the
Internet  will allow us an  opportunity  to expand our  market and  improve  our
efficiencies.

Competition

The  facilities  service  industry is highly  competitive  with few  barriers to
entry.  We  believe  that the  principal  competitive  factors  are  timeliness,
reliability and quality of services provided,  range of services offered, market
share  and  visibility  strengthened  by  advertising  and  price.  Most  of our
competitors  are small,  owner-operated  companies that  typically  operate in a
single market. These smaller competitors may have lower overhead cost structures
and may be able to provide  their  services at lower rates.  Often times,  these
small  competitors  have long  established  relationships  with homeowners for a
variety of home repairs,  which makes that market difficult for us to penetrate.
There are currently a limited  number of public  companies  focused on providing
services  in some of the  same  service  lines  provided  by us.  Some of  these
competitors, and potential competitors, have greater financial resources than we
do to finance acquisition and development opportunities,  and may be able to pay
higher  prices  for the  same  opportunities  to  develop  and  support  service
operations.

Our ability to employ,  train and retain highly motivated service technicians to
provide quality service is a key to our success in being  competitive.  In order
to recruit qualified individuals,  we offer attractive compensation,  health and
savings benefits that are more comprehensive than those typically offered within
the industry, including a 401(k) plan.

Governmental Regulation

Many aspects of our business  operations are subject to various  federal,  state
and  local  laws  and  regulations,  including,  among  others,  permitting  and
licensing  requirements;  building,  mechanical and electrical  codes and zoning
ordinances;  laws and  regulations  relating  to consumer  protection;  laws and
regulations relating to worker safety and protection of human health.

We  believe  we have all the  required  permits  and  licenses  to  conduct  our
operations and that we are in substantial  compliance with applicable regulatory
requirements  relating to our operations.  If we were to fail to comply with the
applicable regulations it could result in substantial fines or revocation of our
operating permits.

A large number of state and local regulations  governing the facilities services
trades require various  permits and licenses to be held by individuals.  In some
cases,  a  required  permit  or  license  held  by a  single  individual  may be
sufficient to authorize specified activities for all our service technicians who
work in the geographic area covered by the permit or license.

Environmental Regulation

Our operations are subject to numerous  federal,  state and local  environmental
laws and regulations,  including those governing  vehicle  emissions and the use
and handling of  refrigerants.  These laws and regulations  are  administered by
various  federal,   state  and  local  governmental   agencies.   The  technical
requirements of these laws and regulations are becoming increasingly complex and
stringent,  and meeting these requirements can become expensive.  We are subject
to the  Clean Air Act,  Title VI of which  governs  air  emissions  and  imposes
specific  requirements on the use and handling of substances  known or suspected
to cause or contribute  significantly to harmful effects on the  stratospherical
ozone  layer,  such  as  chlorofluorocarbons   and  certain  other  refrigerants
("CFC's").  Clean Air Act  regulations  require  the  certification  of  service
technicians  involved  in the  service  or  repair  of  systems,  equipment  and
appliances  containing these  refrigerants and also regulate the containment and
recycling of these refrigerants.  These requirements have increased our training
expenses and expenditures for containment of recycling equipment.  The Clean Air
Act is intended  ultimately  to eliminate  the use of CFC's in the United States
and require alternative refrigerants to be used in replacement HVAC systems.

                                       10
<PAGE>


Expenditures related to environmental  matters during the fiscal years ended May
31,  2005 and  2004,  were not  material.  We do not  currently  anticipate  any
material adverse effect on our business or consolidated  financial position as a
result of future compliance with existing environmental laws and regulations.

Suppliers

We obtain materials and supplies from approximately 150 suppliers.  Suppliers of
materials are plentiful and we are not dependent on any one vendor.

Cyclicality of the Industry

We generate  increased  revenues in the summer months when the dependency on air
conditioning  is greater  than in the winter  months.  The  electrical  services
business is not cyclical.

Economic Dependence

We believe  that there is always a demand for  electrical  and air  conditioning
services. With the emergence of the broadband industry with fast computers,  the
reliability of the electrical  power and network computer wiring has become more
critical than ever. The required reliability of many of these electrical systems
exceeds  99.999%.  Uninterruptible  power supplies  (UPS) and standby  emergency
generators  are required in greater  numbers  than ever  before.  Aside from the
initial installation of power and network cabling,  ongoing maintenance programs
are imperative.  Indoor air quality with proper temperature and humidity control
is also required. Many computer networks now require transmission of information
at gigabit speed which requires upgrading slower network cables. Fiber optics is
now replacing copper wire in many of these installations.

The electrical,  data  communications,  telecommunications  and air conditioning
construction  services  industry has had a higher  overall  growth rate than the
overall construction industry. This is due in part to the increase in complexity
of electrical  and mechanical  systems in many  projects.  This results from the
increased use of computers and more advanced data and voice  communications  and
environmental  control  systems.  As a result,  buildings are now consuming more
electricity per square foot than in the past and more extensive air conditioning
and electrical distribution systems are now required.

Voice,  data  communication  and  telecommunication  systems  now  require  more
reliable power  supplies and improved low voltage and fiber optic  cabling.  The
need  for  increased  environmental  controls  within  a  building,  such as the
increased  need for air  conditioning  control to maintain  computer  systems at
optimal  temperatures  and the  increased  demand for  environmental  control in
individual   spaces,   are  creating  expanded   opportunities  for  electrical,
mechanical,   telecommunications  and  data  communications  facilities  service
businesses

                                       11
<PAGE>

Electrical and mechanical  construction  services  involve the design,
installation and start-up of several systems.

These include:
     1) Generation and distribution of electrical power including conduits,
        power cables, transformers, electrical panels, switch gear, controls,
        generators and uninterruptible power supplies,
     2) Lighting fixtures and controls,
     3) Voice and data communications, including fiber optic and copper cabling,
     4) Fire alarm, security, and process control, and,
     5) Heating, ventilation, air conditioning, refrigeration and increased
        requirements of all of these systems in clean-room applications

We  perform  most of our  services  pursuant  to  contracts  with owners,
corporations,  government  organizations,   construction managers,  developers,
general contractors and individual tenants in multi-tenant facilities and we are
not economically dependent on any single customer or group.

Employees

As of May 31, 2005, we had  approximately  135 employees.  Approximately 60 were
employees in the  electrical/tradeshow  business,  32 were  employees in the air
conditioning/mechanical   business,   10  were   employees  in  the  marine  air
conditioning business, 23 were employees in the wireless/celltower business, and
10 were  employed  in  corporate  administrative  roles.  We  believe  that  our
relations  with our employees  are good. We are signatory to various  collective
bargaining  agreements with local unions  representing  approximately 50% of our
employees.  Each of these  agreements  is for a specific  building  trade,  in a
specific geographic jurisdiction, and only for a specific corporation.

We are a member of the National Electrical Contractors Association who currently
represents us in bargaining  with the  International  Brotherhood  of Electrical
Workers.  Our  air  conditioning  subsidiary  is  a  member  of  the  Mechanical
Contractors  Association  who currently  represents  us in  bargaining  with the
United Association of Air Conditioning, Refrigeration & Pipefitting.

Our Executive Officers

See the information contained in Part III, Item 9, which describes our executive
officers in detail.

                                       12
<PAGE>

Item 2. Description of Properties.

In  Miami  we  lease  approximately  32,000  square  feet  for the  warehousing,
distribution  and  executive  offices at a total  annual  cost of  approximately
$293,606,  including sales tax. A large majority of the leased property is owned
by a  partnership  of which  Carol  Helms and W. Edd  Helms,  Jr.,  are the sole
owners.  W. Edd Helms is an officer and director and the owner of  approximately
90% of our  common  stock  and is  related  to some of our  other  officers  and
directors.

In Fort  Lauderdale we lease  approximately  3,300 square feet from an unrelated
third party for the  warehousing,  distribution  and offices of Edd Helms Marine
Air Conditioning & Refrigeration,  LLC. located at 620 SW Flagler Avenue,  at an
annual cost of approximately $28,000, including sales tax.

In Fort Myers we lease  approximately 1/4 acre from an unrelated third party for
the  temporary  warehousing,  distribution  and  offices  at an  annual  cost of
approximately $7,000, including sales tax.

We believe that these  facilities  are in good  condition and are  sufficient to
accommodate  our needs.  We believe the rent to be reasonable and competitive in
price with rent for similar facilities in similar locations.

Item 3.  Legal Proceedings.

1. The Company is engaged in  litigation  with Siemen's  Building  Technologies,
Inc., Edd Helms Group, Inc. v. Siemens Building  Technologies,  Case No. 04-8784
CA 08,  Circuit Court in and for  Miami-Dade  County,  Florida.  The  proceeding
commenced on April 16,  2004,  when the Company  filed suit against  Siemens for
breach of contract.  The Company sued Siemens for material breach of contract in
failing to provide necessary  drawings for the complete  performance work of the
contract for fire alarm installations. Siemens has filed a counter claim against
the  Company  and its  surety,  which in turn,  has filed an action  against the
Company for  indemnification  under the Bond,  should the surety be held liable.
The Company is suing for damages in excess of $1 million.  The counter claim has
not been quantified but is assumed to exceed $500,000.

2. The Company is engaged in litigation with Cameron Baird, Cameron Baird v. Edd
Helms Group,  Inc. d/b/a Edd Helms  Electric,  Case No.  01-10407 (08),  Circuit
Court in and for Broward County,  Florida.  The proceeding commenced on June 14,
2001.  A judgment of $47,000 was awarded  against the Company.  The  Plaintiff's
attorney  filed a request  for fees and was  awarded a judgment in the amount of
$203,000.  The  Company  has filed an appeal in this  matter  and has  issued an
irrevocable letter of credit against this judgment in the amount of $230,000.

                                       13
<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters have been submitted during the year for vote.


                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

There is currently no established public trading market for our common stock. In
order to obtain bid quotations for our common stock,  it is necessary to contact
certain  broker/dealers,  if any, who make a market in our common stock.  We are
not aware of any such broker/dealers. Our NASDAQ trading symbol is EDDH.

The following tables set forth, for the periods indicated, the range of high and
low  closing bid and ask price for our common  stock from June 1, 2003,  through
May 31, 2005. These quotations  represent prices between dealers, do not include
retail  markups,  markdowns,  or  commissions,   and  do  not  represent  actual
transactions.  The following information for the fiscal years ended May 31, 2005
and 2004 was obtained from the NASDAQ historical data service.

                                                            Year Ended
                                                   May 31, 2005     May 31, 2004
                                                      High Low        High  Low
                                                    -----------      -----------
          First Quarter                            $ .23  $.23      $ .16  $.16
          Second Quarter                           $ .25  $.25      $ .23  $.23
          Third Quarter                            $ .26  $.23      $ .21  $.21
          Fourth Quarter                           $ .20  $.14      $ .23  $.23

On May 31, 2005,  there were  approximately  425 holders of record of our common
stock.  This number does not include any adjustment for stockholders  owning the
stock in "Street" name.

We have not paid dividends since our inception and do not anticipate  paying any
dividends in the near future.  We intend to retain earnings to provide funds for
general corporate purposes and the expansion of our business.

                                       14
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operations.

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements of Edd Helms Group,  Inc. and Subsidiaries and the related
footnotes,  included in this Annual Report as Item 7. This  discussion  contains
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995.  These  statements  are  based  on our  current
expectations  and involve  risks and  uncertainties  that could cause our actual
results  to  differ  materially  from  those  set  forth in the  forward-looking
statements. See "Forward Looking Statements" and "Risk Factors".

Highlights of Critical Accounting Policies

Our  significant  accounting  policies  are  described  in  Note 2 of  Notes  to
Consolidated  Financial  Statements  which have been prepared in accordance with
generally  accepted  accounting  principles  in the  United  States.  Management
believes that our most critical accounting policy is in accounting for long-term
construction  contracts.  Determining  the  points  at which  revenue  should be
recognized  as earned and costs  should be  recognized  as  expenses  is a major
accounting  issue  common  to  all  businesses  engaged  in the  performance  of
long-term construction contracts. We use the percentage-of-completion accounting
method for construction  contracts in accordance with the American  Institute of
Certified  Public  Accountants  Statement  of  Position  81-1,  "Accounting  for
Performance of Construction-Type and Certain Production-Type Contracts". Each of
our business units calculates the  percentage-of-completion  of each contract by
dividing the costs  incurred to date by the estimated  total  contract  costs at
completion (the "cost-to-cost"  method).  This percentage is then applied to the
estimated  total  contract  value (the total  amount of revenue  expected  to be
realized  from the  contract) in order to calculate  the amount of revenue to be
recognized to date on each contract.  Provisions are recognized in the statement
of operations for the full amount of estimated  losses on uncompleted  contracts
whenever evidence  indicates that the estimated total cost of a contract exceeds
its estimated total contract value.

Percentage-of-completion  accounting requires considerable reliance on estimates
in determining revenues, costs, profit margins and the extent of progress toward
completion  on a  contract-by-contract  basis.  Uncertainties  inherent  in  the
performance of contracts  generally include labor availability and productivity,
job conditions,  material cost,  change order scope and pricing,  final contract
settlements and other factors. These uncertainties are evaluated continually for
each contract,  and the impact of changes in estimates of total contract  costs,
total  contract  value,  and other  factors are  reflected  in the  consolidated
financial statements in the period in which the revisions are determined.

                                       15
<PAGE>

Our business units enter into contracts primarily through competitive bids, with
the final terms and prices  often  negotiated  with the  customer.  Although the
pricing  terms and  conditions  of contracts  vary  considerably,  most of these
contracts  are known as  "fixed-price"  or  "lump-sum"  contracts,  in which the
business  unit  essentially  agrees to perform all acts under the contract for a
stated price.  Our business units also enter into  "cost-plus"  contracts (costs
incurred   plus  a   stated   mark-up   percentage   or  a   stated   fee)   and
"time-and-materials"  contracts  (stated  hourly  labor  rate  plus the costs of
materials).  Fixed-price  contracts  inherently contain higher risk of loss than
the other contract types, but management  believes that we are generally able to
achieve higher gross profit margins on fixed-price  contracts as a result of the
expertise and experience of our business  units in bidding and job  performance.
No  assurance  can be given,  however,  that we will not incur  significant  job
losses on contracts in the future.

We recognize maintenance, repair and replacement revenues, including maintenance
management  services,  as services are performed.  Service  contract  revenue is
recognized  ratably  over the  term of the  service  contract.  We  account  for
revenues   from   fixed-price   installation   and   retrofit   contracts  on  a
percentage-of-completion basis using the cost-to-cost method.

Cost of services consists primarily of salaries,  wages,  benefits and insurance
of service  and  installation  technicians,  project  managers  and other  field
support  employees,  materials,   components,  parts  and  supplies,  engineered
equipment, subcontracted services, depreciation, fuel and other vehicle expenses
and equipment  rentals.  Selling,  general and  administrative  expenses consist
primarily of compensation  and related  benefits for management,  administrative
salaries and benefits,  advertising,  office rent and utilities,  communications
and professional fees.

Accounts  receivable   collectibility  represents  another  critical  accounting
policy. Our business units grant credit, generally without collateral,  to their
customers,  which  primarily  include general  contractors,  property owners and
developers,  governmental  agencies,  educational and medical institutions,  and
commercial and industrial  companies in a variety of industries.  We are subject
to potential  credit risk  related to changes in business  and economic  factors
throughout  the United  States.  However,  we are  entitled  to payment for work
performed  and often  have  certain  lien  rights  that can be  attached  to the
property in which the work was performed.  Additionally,  management continually
monitors the  financial  condition of our  customers to reduce risk of loss.  We
provide an allowance for doubtful  accounts when future collection is considered
doubtful.  Historically,  receivable  collectibility  has not been a significant
issue in our service industries.

                                       16
<PAGE>

Results of Operations, May 31, 2005, Compared to Year Ended May 31, 2004

Revenues Earned

Revenues  increased  approximately  $893,612 or 5.5% to $17.061  million for the
fiscal year ended May 31, 2005,  from $16.168  million for the fiscal year ended
May 31, 2004. The increase can be attributed to positive economic conditions and
a company-wide focus to grow revenues by adding additional sales staff.

Costs of Revenues Earned

Cost of revenues  was $12.619  million or 74% of revenues  earned,  for the year
ended May 31, 2005, as compared with $11.935  million or 74% of revenues  earned
for the year ended May 31,  2004.  Our gross profit  margin as a  percentage  of
revenues  earned for the years 2005 and 2004 was 26%.  The margin is  consistent
with expectations,  but we continually focus on improving margins. We do this by
being selective with job opportunities and focus on the efficiency with which we
perform work.

Selling, General and Administrative Expenses

Selling,  general,  and administrative  expenses for the year ended May 31, 2005
were $4,179,816 or 24.5% of revenues earned,  as compared with $4,697,553 or 29%
of revenues earned for the year ended May 31, 2004. SG&A decreased significantly
due to a company-wide focus on overhead cost control and adhering to operational
budgets developed to measure deviations to our cost model.

Income (Loss) From Operations Before Income Taxes (Credits)

Income from  operations  before income taxes (credits)  increased  approximately
$729,002 to $331,220  as  compared to the fiscal year ended May 31,  2004.  This
increase in profitability  can be attributed to a reduction in selling,  general
and  administrative  expenses of $517,737 and an increase in gross profit in the
amount of $209,669 due to increased revenues.

Provision for Income Taxes (Credits)

We follow Statement of Financial  Accounting  Standards No. 109,  Accounting for
Income Taxes.  That  statement  focuses on the balance sheet and on  calculating
deferred  tax assets and  liabilities.  Deferred  income  tax  expense  (and our
provision for income taxes (credits) is the difference  between the deferred tax
balance sheet  accounts at the  beginning  and end of each period.  For the year
ended  May  31,  2005  our  income  tax  expense  was  $193,807,  offset  by the
utilization of our net operating loss carry-forward in the amount of $193,807. A
credit  provision for income tax was realized in the amount of $133,234 for year
ended May 31, 2004.

                                       17
<PAGE>

Liquidity and Capital Resources

As of May 31, 2005, we had cash, cash  equivalents and securities  available for
sale  totaling  approximately  $1,258,891  compared  with $337,254 as of May 31,
2004.  Working capital increased to $3.543 million at May 31, 2005,  compared to
$2.991  million  in the prior  year.  Our  ratio of  current  assets to  current
liabilities was 2.63 to 1 as of May 31, 2005, compared to 2.68 to 1 in the prior
year.  During  fiscal  2005,  our  cash  increased  by  approximately  $921,637.
Liquidity increased due to controlling selling,  general and administrative cost
and increased revenues at a favorable margin. Historically, we have financed our
operation and growth with  internally  generated  working  capital.  Our primary
requirement for capital consists of purchasing  vehicles,  equipment,  inventory
and supplies  used in the  operation of our  business.  Our credit line was used
during the year.  We expect to use our credit line as it may be needed from time
to time for short-term  working  capital.  We anticipate that our cash flow from
operations will provide cash in excess of our normal working capital needs, debt
service requirements and planned capital expenditures in the year ahead.

Effects of Inflation

We  believe  that  our  revenues  and  results  of  operations   have  not  been
significantly  affected  by  inflation  during the last two years  ended May 31,
2005.

Results of Operations, May 31, 2004, Compared to Year Ended May 31, 2003

Revenues Earned

Revenues  decreased  approximately  $611,208 or 3.6% to $16.168  million for the
fiscal year ended May 31, 2004,  from $16.779  million for the fiscal year ended
May 31,  2003.  In light of the  economic  conditions,  the slight  decrease  is
proportional.

Costs of Revenues Earned

Cost of revenues  was $11.935  million or 74% of revenues  earned,  for the year
ended May 31, 2004, as compared with $12.463  million or 74% of revenues  earned
for the year ended May 31,  2003.  Our gross profit  margin as a  percentage  of
revenues earned for the years 2004 and 2003 was 26%.

                                       18
<PAGE>

Selling, General and Administrative Expenses

Selling,  general,  and administrative  expenses for the year ended May 31, 2004
were $4,697,553 or 29% of revenues earned, as compared with $4,653,153 or 28% of
revenues earned for the year ended May 31, 2003. Overhead increased slightly due
to an increase in healthcare and liability insurance cost.

Loss From Continuing Operations Before Income Taxes (Credits)

Loss from  continuing  operations  before income taxes  increased  approximately
$229,079 to ($397,782)  as compared to the fiscal year ended May 31, 2003.  This
increased  loss can be  attributed to the 3.6% decrease in sales and an increase
in selling, general and administrative costs.

Provision for Income Taxes (Credits)

We follow Statement of Financial  Accounting  Standards No. 109,  Accounting for
Income Taxes.  That  statement  focuses on the balance sheet and on  calculating
deferred  tax assets and  liabilities.  Deferred  income  tax  expense  (and our
provision for income taxes (credits)) is the difference between the deferred tax
balance sheet  accounts at the  beginning  and end of each period.  For the year
ended May 31, 2004 our tax benefit was  $133,234 as compared to $56,818 for year
ended May 31, 2003.

Liquidity and Capital Resources

As of May 31, 2004, we had cash, cash  equivalents and securities  available for
sale totaling  approximately $337,254 compared with $856,903 as of May 31, 2003.
Working capital decreased to $2.991 million at May 31, 2004,  compared to $3.210
million in the prior year.  Our ratio of current  assets to current  liabilities
was  2.68 to 1 as of May 31,  2004,  compared  to 2.67 to 1 in the  prior  year.
During fiscal 2004, our cash decreased by approximately  $519,649. Cash was used
to purchase  additional  vehicles,  continue paying notes on existing  vehicles,
leasehold  improvements,  and  upgrading  our  systems  software  and  hardware.
Historically,  we  have  financed  our  operation  and  growth  with  internally
generated  working  capital.  Our primary  requirement  for capital  consists of
purchasing vehicles, equipment,  inventory and supplies used in the operation of
our  business.  Our credit line was used  during the year.  We expect to use our
credit  line  as it may be  needed  from  time to time  for  short-term  working
capital.  We anticipate  that our cash flow from operations will provide cash in
excess of our normal  working  capital  needs,  debt  service  requirements  and
planned capital expenditures in the year ahead.

Effects of Inflation

We  believe  that  our  revenues  and  results  of  operations   have  not  been
significantly  affected  by  inflation  during the last two years  ended May 31,
2004.

                                       19
<PAGE>

Item 7. Financial Statements


                                 C O N T E N T S

                                                                       Page
                                                                       -----
Report of Independent Registered Accounting Firm                        21

Consolidated Financial Statements                                       22

Consolidated Balance Sheets                                             22

Consolidated Statements of Operations                                   23

Consolidated Statements of Cash Flows                                   24

Consolidated Statements of Stockholders' Equity                         25

Notes to Consolidated Financial Statements                         26 - 42

                                       20
<PAGE>


Dohan and Company                                  7700 North Kendall Drive, 200
Certified Public Accountants                           Miami, Florida 33156-7564
A Professional Association                             Telephone  (305) 274-1366
                                                       Facsimile  (305) 274-1368
                                                       E-mail     info@uscpa.com
                                                       Internet    www.uscpa.com

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
Edd Helms Group, Inc. and Subsidiaries
Miami, Florida

We have audited the accompanying consolidated balance sheets of Edd Helms Group,
Inc. and Subsidiaries (the Company) as of May 31, 2005 and 2004, and the related
consolidated  statements of operations,  cash flows and stockholders' equity for
the  years  then  ended.  These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial statements are free of material  misstatement.  The Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Edd Helms Group,
Inc.  and  Subsidiaries  at May  31,  2005  and  2004,  and the  results  of its
operations  and its cash flows for the years then ended in conformity  with U.S.
generally accepted accounting principles.


                                                     /s/ Dohan and Company, P.A.
                                                    Certified Public Accountants

Miami, Florida
September 16, 2005

                                       21
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31,                                                  2005            2004
--------------------------------------------------------------------------------
                                     ASSETS
CURRENT ASSETS
Cash and cash equivalents                          $  1,258,890   $     337,254
Available-for-sale equity security                          839             839
Accounts receivable, less allowance for doubtful
  accounts of $182,334 and $182,694                   2,215,449       2,083,360
Due from employees                                       10,571           6,821
Other receivables                                        86,968          77,814
Costs and estimated earnings in excess of billings
  on uncompleted contracts                              416,361         488,569
Inventories                                             994,219       1,027,843
Prepaid expenses                                        284,912         291,292
Deferred income tax asset                               265,642         452,819
--------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                  5,533,852       4,766,611
--------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT, NET                             738,319         993,904
--------------------------------------------------------------------------------
OTHER ASSETS
Excess of cost over net assets of businesses
  acquired, net                                         143,866         143,866
Other assets                                             72,690          27,627
--------------------------------------------------------------------------------
TOTAL OTHER ASSETS                                      216,556         171,493
--------------------------------------------------------------------------------
TOTAL ASSETS                                       $  6,488,726   $   5,932,008
================================================================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt               $     51,353   $     151,296
Current obligations under capital leases                 22,750          17,047
Accounts payable                                        476,772         808,391
Accrued liabilities                                     614,491         416,313
Deferred revenue                                         81,308         129,822
Billings in excess of costs and estimated
 earnings on uncompleted contracts                      931,292         253,227
--------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                             2,177,966       1,776,096
--------------------------------------------------------------------------------
LONG-TERM LIABILITIES
Deferred income tax liability                           136,481         173,802
Long-term debt                                           82,855          49,300
Long-term obligations under capital leases                  -            22,750
--------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                             219,336         245,852
--------------------------------------------------------------------------------
TOTAL LIABILITIES                                     2,397,302       2,021,948
--------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTES 10, 13 AND 15)
STOCKHOLDERS' EQUITY
Common stock: $.01 par value; 20,000,000 shares
  authorized; 12,661,358 shares issued;
  12,574,896 shares outstanding                         126,614         126,614
Additional paid-in capital                              208,182         208,182
Retained earnings                                     3,850,671       3,669,307
Treasury stock, 86,462 shares at cost                   (23,345)        (23,345)
Unrealized loss on available-for-sale equity security   (70,698)        (70,698)
--------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                      4,091,424       3,910,060
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $   6,488,726   $   5,932,008
================================================================================
See accompanying notes.

                                       22
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended May 31,                              2005            2004
--------------------------------------------------------------------------------
REVENUES EARNED                                   $ 17,061,764    $  16,168,152
COST OF REVENUES EARNED                             12,619,097       11,935,153
--------------------------------------------------------------------------------
GROSS PROFIT                                         4,442,667        4,232,999

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES         4,179,816        4,697,553
--------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS BEFORE OTHER
 INCOME AND EXPENSES AND INCOME TAX CREDITS            262,851         (464,554)
--------------------------------------------------------------------------------
INTEREST INCOME                                          2,835            1,962
OTHER INCOME                                            95,555           90,085
INTEREST EXPENSE                                       (20,014)         (12,694)
LOSS ON SALES OF EQUIPMENT                             (10,007)         (12,581)
--------------------------------------------------------------------------------
TOTAL OTHER INCOME                                      68,369           66,772
--------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES (CREDITS)            331,220         (397,782)
--------------------------------------------------------------------------------
INCOME TAXES
Provision for federal and state income taxes           193,807              -
Benefit from utilization of net operating
  loss carryforward                                   (193,807)             -
Deferred federal and state income tax                  149,856         (133,234)
--------------------------------------------------------------------------------
TOTAL PROVISION FOR INCOME TAXES (CREDITS)             149,856         (133,234)
--------------------------------------------------------------------------------
NET INCOME (LOSS)                                     $181,364        $(264,549)
================================================================================
NET INCOME (LOSS) PER SHARE
                            - BASIC               $       0.01    $       (0.02)
                            - DILUTED             $       0.01    $       (0.02)
================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC         12,574,896       12,574,896
                                    - DILUTED       12,546,325       12,574,896
================================================================================
See accompanying notes.

                                       23
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended May 31,                              2005            2004
--------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) from operations               $    181,364    $    (264,549)

Adjustments to reconcile net income (loss) to
  net cash provided (used) by operating activities:
Depreciation and amortization                          354,260          438,746
Loss on disposal of property and equipment              10,007              -
Deferred income taxes                                  149,856         (133,234)
Provision for doubtful accounts                           (360)          31,098
Change in assets (increase) decrease:
 Accounts receivable                                  (131,729)         183,069
 Due from employees                                     (3,750)          (1,339)
 Other receivables                                      (9,154)          27,407
 Deferred contract costs                                   -            139,513
 Costs and estimated earnings in excess of billings
   on uncompleted contracts                             72,208          (47,064)
 Inventories                                            33,624         (329,523)
 Prepaid expenses                                        6,380          (41,347)
 Other assets                                          (45,063)         (13,890)
Change in liabilities increase (decrease):
 Accounts payable                                     (331,619)        (118,002)
 Accrued liabilities                                   198,178           42,569
 Deferred revenue                                      (48,514)         (87,514)
 Billings in excess of costs and
  estimated earnings on uncompleted contracts          678,065          106,772
--------------------------------------------------------------------------------
Net cash provided (used) by operating activities     1,113,753          (67,288)
--------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Payment of capitalized lease obligations              (17,047)         (23,073)
 Proceeds from credit line                             400,000          500,000
 Repayment of credit line                             (400,000)        (500,000)
 Proceeds from notes payable                           109,345           53,645
 Payments on notes payable                            (175,733)        (186,320)
--------------------------------------------------------------------------------
Net cash used for financing activities                 (83,435)        (155,748)
--------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                   (179,623)        (296,613)
 Disposal of property and equipment                     70,941              -
--------------------------------------------------------------------------------
Net cash used for investing activities                (108,682)        (296,613)
--------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH                            921,636         (519,649)
CASH, beginning of year                                337,254          856,903
--------------------------------------------------------------------------------
CASH, end of year                                 $  1,258,890    $     337,254
================================================================================

SUPPLEMENTAL DISCLOSURES
Interest paid                                     $     14,724    $      12,694
Interest received                                 $      1,498    $       1,962
Income taxes paid                                 $        -      $         -
================================================================================
See accompanying notes.

                                       24
<PAGE>

EDD HELMS GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended May 31, 2005 and 2004

                                                          Unrealized
                                                             Loss
                                                          on Available
                    Additional                            -for-Sale
    Common Stock     Paid-in   Retained    Treasury Stock   Equity
  Shares   Amount    Capital   Earnings   Shares    Amount Security    Total
--------------------------------------------------------------------------------
May 31, 2003

12,661,358 $126,614  $208,182  $3,933,856 86,462 ($23,345) ($70,698) $4,174,609

Net Loss
FYE 5/31/04     -          -     (264,549)    -       -        -       (264,549)
--------------------------------------------------------------------------------
May 31, 2004

12,661,358 $126,614  $208,182  $3,669,307  86,462 ($23,345)($70,698) $3,910,060

Net Income
FYE 5/31/05     -           -     181,364     -       -        -        181,364
--------------------------------------------------------------------------------
May 31, 2005

12,661,358 $126,614  $208,182  $3,850,671  86,462 ($23,345)($70,698) $4,091,424
================================================================================
See accompanying notes

                                       25
<PAGE>

Edd Helms Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1. Business

Nature of Operations - Edd Helms Group,  Inc. is a Florida  corporation  and has
three  reportable  segments.  The  electrical  segment has  provided  electrical
service, repair, and maintenance of commercial and residential facilities in the
South Florida area since 1975. The air conditioning segment derives the majority
of its business activity from its service,  repair and maintenance of commercial
and residential air conditioning  systems,  including marine applications in the
South Florida area. The third segment provides wireless communication solutions.
The nature of the work is the  installation,  maintenance and repair of antennas
and other electronic equipment on cellular towers and rooftops.

Note 2.  Summary of Significant Accounting Policies

Basis of  Presentation  - The  accompanying  consolidated  financial  statements
include the accounts of Edd Helms Group, Incorporated (EHG) and its wholly owned
subsidiaries,  Edd Helms Air Conditioning,  Inc. (Air  Conditioning),  Edd Helms
Marine Air  Conditioning &  Refrigeration,  LLC.(Marine)  and  Datatelcom,  Inc.
(Datatelcom).  Activities for Marine are reflected under Air  Conditioning.  All
significant  intercompany accounts and transactions of Edd Helms Group, Inc. and
Subsidiaries  (the Company) for the periods  presented  have been  eliminated in
consolidation.

Cash and Cash Equivalents - Cash and cash  equivalents  consist of time deposits
and all liquid instruments  (including  overnight  repurchase  agreements with a
bank) with maturities of three months or less.

Available-for-Sale  Equity  Security - Marketable  securities  consist of common
stock and are stated at market value as determined  by the most recently  traded
price of each security at the balance sheet date. All marketable  securities are
defined  as  trading  securities  or  available-for-sale  securities  under  the
provisions  of Statement of Financial  Accounting  Standards No. 115 (SFAS 115),
"Accounting for Certain Investments in Debt and Equity  Securities".  Management
determines  the  appropriate  classification  of its  investments  in marketable
securities at the time of purchase and reevaluates  such  determination  at each
balance  sheet date.  Available-for-sale  securities  are carried at fair value,
with the  unrealized  gains  and  losses,  net of tax,  reported  as a  separate
component of stockholders' equity.

                                       26
<PAGE>

Revenue  and Cost  Recognition  - Revenues  and  direct  costs  produced  by the
Company's  hourly based  electrical and air conditioning  service,  repair,  and
maintenance activities are recognized as earned or incurred.  Revenues from work
orders are  classified as service  related  revenues,  and recognized as earned.
Revenues from service and maintenance  contracts are recognized over the term of
the  contracts.  Revenues from  significant  construction  contracts,  excluding
wireless  antenna  services,  are  recognized  on  the  percentage-of-completion
method,  measured by the percentage of costs incurred to date to estimated total
costs for each  contract.  This  method  is used  because  management  considers
expended costs to be the best available measure of progress on the contracts.

These  percentage-of-completion  contract costs include direct labor,  material,
subcontract, equipment rental, and other miscellaneous direct and indirect costs
as  allocated.  Other  operating  costs are  charged  to  expense  as  incurred.
Provisions for estimated  losses,  if any, on uncompleted  contracts are made in
the period in which such  losses are  determined.  In  estimating  the  ultimate
profitability  on certain  contracts,  and for all  wireless  antenna  services,
estimated  recoveries  are included for work  performed  under  customer  change
orders to  contracts  for which firm  prices have not yet been  negotiated.  The
costs incurred for these change orders is reported as "Deferred  contract costs"
on the  balance  sheets,  while the  related  estimated  revenue is  recorded as
"Deferred revenue".  Also included in "Deferred contract costs", are amounts the
Company  seeks or will seek to collect  from  customers  or others for errors or
changes in contract  specifications or design, contract change orders in dispute
or unapproved as to both scope and price,  or other  customer-related  causes of
unanticipated  additional  contract costs (claims and unapproved change orders).
These  amounts  are  recorded  at their  estimated  net  realizable  value  when
realization is probable and can be reasonably estimated. No profit is recognized
on the construction costs incurred in connection with these amounts.  Unapproved
change orders involve the use of estimates,  and it is reasonably  possible that
revisions to the estimated  recoverable  amounts of recorded  unapproved  change
orders may be made in the near-term. Changes in job performance, job conditions,
and estimated  profitability,  including  those  arising from  contract  penalty
provisions and final contract  settlements  may result in revisions to costs and
income and are recognized in the period in which the revisions are determined.

The asset "Cost and  estimated  earnings  in excess of  billings on  uncompleted
contracts"  represents  revenues  recognized  in excess of amounts  billed.  The
liability  "Billings in excess of costs and  estimated  earnings on  uncompleted
contracts" represents amounts billed in excess of revenues earned.

                                       27
<PAGE>

Inventories - Inventories consist principally of electrical and air conditioning
equipment, supplies, components and accessories, and are valued at the lower of
cost or market using the first-in, first-out (FIFO) method to determine cost and
net realizable value to determine market.

Property  and   Equipment  -  Property  and   equipment  is  recorded  at  cost.
Expenditures  for major  betterments  and  additions are charged to the property
accounts,  while replacements,  maintenance,  and repairs that do not improve or
extend  the lives of the  respective  assets are  charged to expense  currently.
Depreciation is computed  principally using the straight-line  method,  based on
the estimated useful lives of the assets, which range from five to ten years.

Income Taxes - Income taxes are computed  under the  provisions of the Financial
Accounting  Standards  Board  Statement  (SFAS) No. 109,  "Accounting for Income
Taxes,".  SFAS  109  is an  asset  and  liability  approach  that  requires  the
recognition of deferred tax assets and  liabilities  for the expected future tax
consequences  of the  differences  in events  that have been  recognized  in the
Company's financial statements compared to the tax returns. Current and deferred
taxes are  allocated  to  members of the  consolidated  group by  applying  FASB
Statement No. 109 to each member as if it were a separate taxpayer.

Income Tax Credits - Income tax credits will be recognized as a reduction of the
provision for income taxes in the year in which utilized.

Amortization - Goodwill was previously amortized using the straight-line method.
Goodwill  recognized as a result of the merger on July 1999, was being amortized
over five years.  Goodwill  representing  the  acquisition  of a  communications
business, acquired during 1999, was being amortized over fifteen years. SFAS 142
requires that ratable amortization of goodwill be replaced with periodic test of
the goodwill impairment and that intangible assets other than goodwill and other
indefinite lived intangible  assets,  be amortized over their useful lives. SFAS
141 is effective for all business  combinations  initiated  after June 30, 2001,
and for all business combinations accounted for by the purchase method for which
the date of  acquisition  is after June 30, 2001. The provisions of SFAS 142 are
effective for fiscal years beginning  after December 15, 2001. In addition,  the
standard  includes  provisions  for the  reclassification  of  certain  existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized   intangibles,   reclassification   of  certain  intangibles  out  of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing  potential future  impairments of goodwill.  SFAS 142 also
requires the Company to complete a  transitional  goodwill  impairment  test six
months from the date of adoption.  Based on the initial  impairment test on June
1, 2002,  it was  determined  that none of the goodwill  recorded was  impaired.
Impairment adjustments recognized after adoption, if any, generally are required
to be recognized as operating  expenses.  The Company  performed the  impairment
test on  goodwill as of May 31,  2005,  and  determined  that  goodwill  was not
impaired.

                                       28
<PAGE>

Concentrations of Credit Risk and Economic Dependence - The Company provides its
electrical   and  air   conditioning   services  in  the  South   Florida  area.
Consequently,  the Company's  ability to collect the amounts due from  customers
may be  affected  by  economic  fluctuations  in the  service  and  construction
industries,  its geographical location and natural disasters.  Concentrations of
credit with respect to trade  receivables,  consists primarily of five customers
who comprise 32% of accounts  receivables.  However,  the Company is entitled to
payment for work  performed and often has certain lien rights in that work.  The
Company  monitors its exposure for credit  losses and maintains  allowances  for
anticipated losses. Additionally,  management continually monitors the financial
condition  of its  customers  to reduce risk of loss.  The  Company  provides an
allowance for doubtful  accounts when, in their judgment,  future  collection is
considered doubtful.  Concentrations with respect to sales exist in that revenue
from two customers comprise  approximately 25% of revenue for the current fiscal
year.

Concentrations  of Credit Risk Arising  from Cash  Deposits in Excess of Insured
Limits - The Company  maintains  the majority of its cash  balances in financial
institutions  located in Miami,  Florida.  The  balance in each  institution  is
insured  by  the  Federal   Deposit   Insurance   Corporation  up  to  $100,000.
Additionally,  the Company maintains sweep accounts utilizing nightly repurchase
accounts which are uninsured by the Federal Deposit  Insurance  Corporation.  At
May 31, 2005, the Company's  balances in these sweep accounts totaled  $966,115.
At May  31,  2005,  the  Company's  uninsured  cash  and  sweep  balances  total
$1,102,668.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting periods. Actual results could differ from those estimates.

Reclassifications - Certain amounts in the prior year financial  statements have
been  reclassified  for  comparative  purposes  to conform to the  current  year
presentation.

                                       29
<PAGE>

Advertising - Advertising  costs are charged to operations in the year incurred.
Advertising  expense  for the years  ended May 31,  2005 and 2004,  amounted  to
$441,903 and $524,853, respectively.

Fair Value of Financial Instruments - Cash, receivables, accounts payable, debt,
accrued  expenses and other  liabilities are carried at amounts which reasonably
approximate  their fair value due to the  short-term  nature of these amounts or
due to variable  rates of interest  which are  consistent  with  current  market
rates.

Basic  and  Diluted  Net Loss Per  Share - Basic  net loss per  common  share is
computed  by  dividing  the net loss by the  weighted  average  number of common
shares  outstanding  during each period.  The 400,000 available stock options at
May 31, 2005 and 2004, were  anti-dilutive and therefore  excluded from net loss
per share calculations.

Recent Pronouncements

In November 2004, the FASB issued FAS 151 "Inventory  Costs, an amendment of ARB
No. 43, Chapter 4." This Statement amends the guidance in ARB No. 43, Chapter 4,
"Inventory  Pricing," to clarify the  accounting  for  abnormal  amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage).  This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning after June 15, 2005.

In  December  2004,  the  FASB  issued  FAS  152  "Accounting  for  Real  Estate
Time-Sharing Transactions,  an amendment of FASB Statements No. 66 and 67." This
Statement amends FASB Statement No. 66,  Accounting for Sales of Real Estate, to
reference  the  financial  accounting  and  reporting  guidance  for real estate
time-sharing  transactions that is provided in AICPA Statement of Position (SOP)
04-2, Accounting for Real Estate Time-Sharing Transactions.  This Statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations
of Real  Estate  Projects,  to  state  that  the  guidance  for  (a)  incidental
operations and (b) costs incurred to sell real estate projects does not apply to
real estate time-sharing  transactions.  The accounting for those operations and
costs is subject to the guidance in SOP 04-2.  This  Statement is effective  for
financial statements for fiscal years beginning after June 15, 2005.

                                       30
<PAGE>

In December 2004, the FASB issued FAS 153 "Exchanges of Non-monetary  Assets, an
amendment  of APB  Opinion No.  29." This  Statement  is the result of a broader
effort  by the FASB to  improve  the  comparability  of  cross-border  financial
reporting by working with the  International  Accounting  Standards Board (IASB)
toward development of a single set of high-quality accounting standards. As part
of that  effort,  the FASB  and the IASB  identified  opportunities  to  improve
financial  reporting by  eliminating  certain narrow  differences  between their
existing  accounting  standards.  The accounting for non- monetary exchanges was
identified  as an  area  in  which  the  U.S.  standard  could  be  improved  by
eliminating certain  differences between the measurement  guidance in Opinion 29
and  that in IAS 16,  Property,  Plant  and  Equipment,  and IAS 38,  Intangible
Assets.  This  Statement is effective for  non-monetary  exchanges  occurring in
fiscal periods beginning after June 15, 2005.

In December 2004, FASB issued  Statement of Financial  Accounting  Standards No.
123R,  "Share Based Payment" ("SFAS 123R").  SFAS 123R supersedes APB 25 and its
related  implementation  guidance by requiring entities to recognize the cost of
employee services received in exchange for awards of equity instruments based on
the grant-date fair value of those awards (with limited  exceptions) and revises
SFAS 123 as follows:

i. Public entities are required to measure liabilities  incurred to employees in
share-based payment  transactions at fair value and nonpublic entities may elect
to measure  their  liabilities  to  employees  incurred in  share-based  payment
transactions  at their  intrinsic  value whereas under SFAS 123, all share-based
payment liabilities were measured at their intrinsic value.

ii. Nonpublic entities are required to calculate fair value using an appropriate
industry  sector index for the expected  volatility  of its share price if it is
not practicable to estimate the expected volatility of the entity's share price.

iii.  Entities are required to estimate the number of instruments  for which the
requisite  service is  expected  to be  rendered  as opposed to  accounting  for
forfeitures as they occur.

                                       31
<PAGE>

iv. Incremental  compensation cost for a modification of the terms or conditions
of an award is measured by comparing  the fair value of the modified  award with
the fair value of the award immediately before the modification whereas SFAS 123
required  that the  effects of a  modification  be  measured  as the  difference
between the fair value of the  modified  award at the date it is granted and the
award's  value  immediately  before  the  modification  determined  based on the
shorter  of (1)  its  remaining  initially  estimated  expected  life or (2) the
expected life of the modified award.


SFAS 123R also  clarifies  and  expands  guidance  in several  areas,  including
measuring  fair  value,  classifying  an award as equity or as a  liability  and
attributing  compensation cost to reporting  periods.  SFAS 123R does not change
the accounting guidance for share-based payment  transactions with parties other
than employees  provided in SFAS 123 as originally  issued and EITF 96-18.  SFAS
123R also does not address the  accounting for employee  share  ownership  plans
which are subject to  Statement of Position  93-6,  "Employers'  Accounting  for
Employee Stock  Ownership  Plans".  Public  entities (other than those filing as
small  business  issuers)  will be  required  to apply SFAS 123R as of the first
annual  reporting  period that begins after June 15, 2005.  Public entities that
file as small business  issuers will be required to apply SFAS 123R in the first
annual  reporting  period that begins after  December 15,  2005.  For  nonpublic
entities,  SFAS 123R must be applied  as of the  beginning  of the first  annual
reporting period beginning after December 15, 2005.

In May 2005,  FASB issued  Statement of Financial  Accounting  Standards No. 154
Accounting Changes and Error Corrections - replacement of APB Opinion No. 20 and
FASB  Statement No. 3 ("SFAS  154"),  which is effective for fiscal years ending
After  December  15,  2005.  This  Statement  changes the  requirements  for the
accounting for and reporting of a change in accounting principle. This Statement
applies to all  voluntary  changes in accounting  principle.  It also applies to
changes required by an accounting pronouncement in the unusual instance that the
pronouncement  does  not  include  specific   transition   provisions.   When  a
pronouncement includes specific transition  provisions,  those provisions should
be followed.

The  adoption of these new  pronouncements  are not  expected to have a material
effect  on  the  Company's   consolidated   financial  position  or  results  of
operations, with the exception of SFAS 123R which will have a material impact on
compensation expense if stock options are issued in subsequent years.

                                       32
<PAGE>

Note 3. Available-for-Sale Equity Security

Gross unrealized losses on the available-for-sale security at May 31, 2005, was
$70,698.

Note 4. Accounts Receivable

Accounts receivable consisted of the following:
                                                        2005            2004
                                                    ------------    -----------
Contracts completed and in progress - billed        $ 1,450,416     $ 1,333,375
Contracts completed and in progress - unbilled          801,326         791,919
Retention                                               146,040         140,760
Allowance for doubtful accounts                        (182,333)       (182,694)
                                                    ------------    -----------
                                                    $ 2,215,449     $ 2,083,360
                                                    ============    ===========
Note 5.  Other receivables

Other receivables  consists of refundable amounts due from general liability and
workers'  compensation  insurance  carriers based on audits of the premiums paid
during the policy  periods ending May 31, 2004 and December 1, 2003. In addition
to receivables  related to a court order for non-payment of work performed and a
amount due related to the bartering of services with a business partner.

Note 6. Costs and Estimated Earnings on Uncompleted Contracts

Costs and estimated earnings on uncompleted contracts are summarized as follows:

                                                        2005            2004
                                                    ------------    -----------
Billings on uncompleted contracts                   $ 4,198,380     $ 5,575,290
                                                    ------------    -----------
Costs incurred on uncompleted contracts             ( 2,796,331)     (5,004,060)
Estimated earnings on uncompleted contracts         (   887,118)     (  806,572)
                                                    ------------    -----------
Total costs and estimated earnings on
  uncompleted contracts                             ( 3,683,449)     (5,810,632)
                                                    ------------    -----------
                                                    $   514,931     $  (235,342)
                                                    ============    ===========

These amounts are included in the accompanying consolidated balance sheets as
follows:
                                                         2005           2004
                                                    ------------    -----------
Billings in excess of costs and estimated
  earnings on uncompleted contracts                ($    931,292)  ($   253,227)
Costs and estimated earnings in excess
  of billings on uncompleted contracts                   416,361        488,569
                                                    ------------    -----------
                                                   ($    514,931)   $   235,342
                                                    ============    ===========

                                       33
<PAGE>

Note 7. Property and Equipment

Property and equipment consisted of the following:
                                                         2005           2004
                                                    ------------    -----------
Transportation equipment                             $ 1,831,700    $ 1,917,908
Machinery and equipment                                  574,599        577,830
Furniture and fixtures                                    56,964         55,964
Computer equipment and software                          468,634        466,074
Leasehold improvements                                   223,464        210,370
                                                     -----------    -----------
                                                        3,155,361     3,228,146
Accumulated depreciation                            (  2,417,042)  (  2,234,242)
                                                     -----------    -----------
Property and equipment, less
  accumulated depreciation                           $   738,319        993,904
                                                     ===========    ===========

Depreciation  expense for the years  ending May 31,  2005 and 2004,  amounted to
$354,260 and $438,746, respectively, and is included in costs of revenues earned
and selling,  general and administrative expenses in the consolidated statements
of income and comprehensive income.

Note 8. Income Taxes

The provisions for income taxes are summarized as follows:
                                                         2005           2004
                                                     ----------     -----------
Current tax, net of utilization of net operating
  loss carryforwards:

Federal                                              $     -        $      -
State                                                      -               -
                                                     -----------    -----------
 Total current tax                                         -               -
                                                     -----------    -----------


Deferred tax, net of utilization of net operating
  loss carryforwards:

Federal                                                  135,400       (120,671)
State                                                     14,456        (12,563)
                                                      ----------    -----------
Total deferred tax                                       149,856       (133,234)
                                                      ----------    -----------
Total income taxes                                    $  149,856    $  (133,234)
                                                      ==========    ===========

                                       34
<PAGE>

The Company files  consolidated  income tax returns with its three  wholly-owned
corporate subsidiaries. Deferred income taxes and benefits for 2005 and 2004 are
provided  for certain  income and  expenses  which are  recognized  in different
periods  for tax and  financial  reporting  purposes.  The  principal  temporary
differences that give rise to the deferred tax asset (liability) and the effects
(computed  at  37.63%  in both  years)  that  the  changes  in  those  temporary
differences had on the provision for deferred tax expense are as follows:

                                                         2005           2004
                                                     ------------   ------------
Deferred tax asset:
Accrued officers' salaries                          $      1,922    $     3,264
Allowance for bad debts                                   68,612         68,748
Full absorption cost method                               44,546         45,353
Net operating loss carryforward                          150,562        335,454
                                                    ------------    -----------
Total deferred tax asset                                 265,642        452,819
                                                    ------------    -----------

Deferred tax liability:
Depreciation                                        (    113,826)  (    151,147)
Amortization                                        (     22,655)  (     22,655)
                                                     -----------    -----------
Total deferred tax liability                        (    136,481)  (    173,802)
                                                     -----------    -----------
Net deferred tax asset                               $   129,161    $   279,017
                                                     ===========    ===========

The amounts have been presented in the Company's financial statements as
follows:
                                                         2005           2004
                                                    ------------    -----------
Current deferred tax asset                          $    265,642    $   452,819
Non-current deferred tax liability                      (136,481)      (173,802)
                                                    ------------    -----------
Net deferred tax asset                                   129,161    $   279,017
                                                    ============    ===========

The net operating loss carryforwards at May 31, 2005 and 2004, were $400,110 and
$891,453  respectively.  The federal loss  carryforward  expires in the tax year
2042.

A valuation allowance must be established to reduce deferred income tax benefits
if it is more likely than not that a portion of the deferred income tax benefits
will not be  realized.  It is  Management's  opinion  that it is likely that the
entire  deferred tax benefit will be recognized in future years.  Therefore,  no
valuation allowance has been established.

                                       35
<PAGE>

Note 9. Employee Benefit Plans

Combined  Employee  Stock  Ownership  Plan & Deferred  Profit Sharing Plan - The
Company has a qualified  employee stock  ownership  plan (ESOP)  combined with a
deferred  compensation profit sharing plan (401K) under Sections 401 and 401K of
the Internal Revenue Code, covering  substantially all full-time employees.  All
employee  benefit  plan  administrative  expenses  are paid at the option of the
Company. This current Plan has two different employee groups. As of May 31, 2005
the asset value of this current Plan is $1,557,864.

The first group of employees in the current Plan  consists of employees for whom
the Company is required to make defined benefit or defined contribution payments
under the terms of various collective bargaining  agreements.  For this specific
group, the Company cannot make employer matching or other employer contributions
to either the ESOP or 401(k)  portions of the current  Plan.  Employees  in this
group can and did make their own  contributions  into the 401(k)  portion of the
current Plan in 2005 and 2004.

The second  group of employees  in the current  Plan  consists of all  remaining
employees not included in the first group.  For this specific group, the Company
is permitted to make employer matching or other employer contributions to either
the ESOP or 401(k) portions of the current Plan.  Employer  Contributions to the
current Plan are at the discretion of the Board of Directors, and are limited to
a specified percentage of eligible  compensation for each participant.  For this
second group of employees in the current Plan,  Employer matching  contributions
were made into the 401(k) portion of the plan in 2005 and 2004.

Subsequent to the fiscal year end, the Company  retained UBS Financial  Services
to manage  and  evaluate  the  current  ESOP and  401(k)  Plans  and to  provide
financial planning services to our employees. As a result of their evaluation it
was  determined  that  the  Company  would  establish  a  new  qualified  401(k)
retirement plan effective on June 1, 2005 with elective  deferrals into this new
Plan effective  February 1, 2006. This new Plan will include the same two groups
of employees  with the same employer  matching or other  employer  contributions
rules as the  current  Plan,  but this new Plan will not  include  the  ESOP.  A
termination  request  for  the  current  Plan  will be  submitted  to the IRS in
February 2006 for approval.  Following the IRS approval,  all stock owned by the
ESOP will be distributed to each employee, and the final cash account balance of
each  employee  will be  distributed.  Current  employees may have the choice to
deposit  the cash or stock into their  account  in the new  401(k)  Plan,  or to
purchase an IRA, or to sell the stock and take a lump sum  distribution.  Former
employees  may have the choice to keep the stock,  purchase  an IRA, or sell the
stock and take a lump sum distribution. Following these actions the current Plan
will be terminated.

                                       36
<PAGE>

Incentive Stock Option Plan - Upon shareholder approval, the Company adopted its
Incentive  Stock  Option Plan (ISOP) in order to  attract,  retain and  motivate
employees who contribute materially to the success of the Company.  Employees of
the Company and its subsidiaries are covered by the ISOP. Under the terms of the
ISOP, the Company is authorized to grant  incentive stock options to purchase up
to an aggregate of 1,500,000  shares of its common stock. The option price under
the ISOP will be the fair market  value of the common stock at the date of grant
or, if granted to individuals who own 10% or more of the Company's common stock,
at 110% of fair market value. No option is exercisable  after ten years from the
date of grant  (five years for  holders of greater  than 10% of the stock).  The
ISOP is  administered by the  Compensation  Committee for the Company's Board of
Directors.  During  2002,  options were granted to two officers in the amount of
200,000  purchase  options each,  while  1,100,000  shares remain  available for
future grants under this plan.

Non-Qualified  Stock Option Plan - In May of 2004, the  shareholders  approved a
non-qualified  stock option plan. The maximum  aggregate number of common shares
which may be optioned and sold pursuant to the plan is 250,000. The option price
is the fair market value of the common shares at the date of grant. No option is
exercisable after five years from the date of grant. Options were granted to two
directors  of the Company in the amount of 10,000  each,  while  230,000  shares
remain available for future grants under the plan.

Note 10. Related Party Transactions

The Company leases its facilities under a three-year operating lease, with a one
year  renewal   option,   expiring  on  September   2005  and  September   2006,
respectively.  The  lease  is  from  a  partnership  affiliated  through  common
ownership,  at rental rates that  management  believes are  comparable  to those
obtainable from unrelated  parties.  The leases provide for monthly  payments of
$17,814  including  applicable  taxes.  Rent expense under these leases  totaled
$250,802 and  $259,720 for the years ended May 31, 2005 and 2004,  respectively.
The  Marine  division  entered  into a new lease of a new  facility  in the same
general area at a monthly payment of $4,742.  The leased facility  contained two
warehouses,  of which one of the warehouses was subleased for a monthly  payment
of $2,392.  Effective,  December  1, 2004 the lease was  amended to exclude  the
second warehouse, previously subleased. From this date forward the monthly lease
payment  is  $2,392,  with no change in the term of the  contract.  The one year
option  was  exercised  and the term of the  lease is 4  years,  terminating  on
September 30, 2007.  Future  minimum  rental  payments  required under the above
mentioned leases subsequent to the year ended May 31, are as follows:

              2006                         242,472
              2007                         101,030
                                       -----------
                                       $   343,502
                                       ===========

                                       37
<PAGE>

Note 11. Long-Term Debt

Notes payable consisted of the following:
                                                         2005           2004
                                                     ------------   ------------
Bank notes, payable in monthly installments
totaling $7,365, bearing interest at rates
varying from 0.0% to 16.6%,secured by transportation
equipment, maturing at various dates through
2009.                                                $   134,209     $  200,596
Current maturities of long-term debt                (     51,353)   (   151,296)
                                                     -----------    -----------
Long-term debt                                       $    82,856     $   49,300
                                                     ===========    ===========

Aggregate maturities of notes payable for the years subsequent to the year-ended
May 31, 2005 are as follows:

                  2006              $  76,607
                  2007                 53,857
                  2008                 22,616
                  2009                  3,879
                                    ---------
                                    $ 156,959
                                    =========

Interest  expense on notes  payable  amounted to $6,210 and $9,922 for the years
ended May 31, 2005 and 2004.

Note 12. Credit Arrangement

The  Company  has a line of  credit  with a bank for  advances  up to  $500,000,
secured by the Company's accounts receivable.  Interest is charged at the bank's
prime  interest rate plus one percent (1%)  annually.  Interest is paid monthly.
The line of  credit is  available  to fund  day-to-day  working  capital  needs.
Certain  information  regarding  the credit  arrangement  as of May 31, 2005, is
summarized as follows:

        Maximum amount of borrowing outstanding, at any month end   $ 400,000
        Minimum amount of borrowing outstanding at any month end    $    -

Interest  expense  related to this  credit  arrangement  amounted to $13,178 and
$2,450 for the year ended May 31, 2005 and 2005, respectively.

                                       38
<PAGE>

Note 13. Capital Lease Obligations

Capital lease obligations consisted of the following:
                                                         2005           2004
                                                     ------------   ------------
Lease payments, payable in monthly installments
of $3,236 inclusive of imputed interest at rates
varying from 3.99% to 16.63% maturing in 2006        $    22,750    $    39,747

Current obligations under capital lease                  (22,750)   (    17,047)
                                                     ------------   -----------
Long-term obligations under capital lease            $         0    $    22,750
                                                     ============   ===========


Future minimum lease payments under capital
lease for the years ended subsequent to May 31,
are as follows:
                    2006                              $  22,750
                                                      ---------
                                                         22,750
Amount representing interest                         (      635)
                                                      ---------
Present value of future minimum lease payments        $  22,115
                                                      =========

Interest expense recorded on capital lease obligations amounted to $2,918 and
$3,129 for the years ended May 31, 2005 and 2004, respectively, and is included
in other income and expenses.

Note 14. Accrued Liabilities

Accrued liabilities consisted of the following:
                                                         2005           2004
                                                     ------------   ------------

Compensation, related taxes, and benefits                336,815    $   218,345
Professional fees                                        133,048         80,000
Commissions                                              115,504            -
Other, including accrued claims                           29,124        117,968
                                                     ------------   -----------
                                                     $   614,491    $   416,313
                                                     ============   ===========

                                       39
<PAGE>

Note 15.  Commitments and Contingencies

Operating  Leases - The  Company  also leases  various  office  equipment  under
non-cancellable  leases  expiring at various dates through  September 2007. Rent
expense  under these  operating  leases was  $16,634 in the current  year and is
included in selling, general, and administrative expenses.

In addition,  the Company  leases several  automobiles.  The leases have monthly
payments  ranging from $468 to $585.  Lease payments totaled $23,105 and $31,246
for the years ended May 31, 2005 and 2004,  respectively.  Future  minimum lease
payments under all operating leases for years subsequent to May 31, 2005 are:

                           2006                            585
                                                    ----------
                                                    $      585
                                                    ==========

Warranty - In its normal  course of  business,  the Company  provides a one-year
warranty covering its work. The Company's policy is to expense costs, if any, in
connection  with this  warranty  in the period such costs are  incurred.  In the
opinion of management,  based upon prior  experience,  future warranty costs are
not anticipated to be material.

Prepaid Service Agreements - Air Conditioning sells prepaid service  agreements,
which are primarily for a period of one year. Unearned revenues related to these
service agreements are reflected on the consolidated  balance sheets as deferred
revenues.

Note 16. Segments and Related Information

The  Company's  three  business  segments  have  separate  management  teams and
infrastructures  that offer  different  services.  They are  managed  separately
because  each  business  segment  provides  different  unrelated  services.  The
Company's three business segments are Electric, Air Conditioning and DataTelcom.
The Company provides electrical  service,  repair, and maintenance of commercial
and residential facilities through Electric.  Installation,  service, repair and
maintenance  of commercial and  residential  air  conditioning  systems are done
through  Air  Conditioning.   DataTelcom   provide   installation,   repair  and
maintenance of wireless communications equipment.

                                       40
<PAGE>

The accounting  policies of the segments are the same as those  described in the
summary of significant  accounting  policies.  All intersegment sales prices are
market based. The Company evaluates  performance based on operating  earnings of
the  respective  business  units.  The following  segment  information  includes
allocations of certain costs,  including  overhead and shared services which are
allocated  based on  revenues,  payroll  and other  factors.  These  agreed-upon
amounts between the segments may differ from amounts that would be negotiated in
an arms-length transaction.

Year Ended
May 31, 2005          Electric      HVAC     DataTelcom  Unallocated    Total
--------------------------------------------------------------------------------
Revenues earned -
  External customers $7,463,361   $6,407,089 $3,191,315       -     $17,061,765
  Intersegment          364,396       38,554      8,785       -         411,735
--------------------------------------------------------------------------------
Total revenues
  earned             $7,827,757   $6,445,643 $3,200,100       -     $17,473,500
================================================================================
Gross margins        $2,110,394   $1,628,653 $  703,621       -     $ 4,442,668
================================================================================
Operating earnings   $   81,757   $  117,430 $  132,033       -     $   331,220
================================================================================
Depreciation and
 amortization        $  190,335   $   91,170 $   72,755       -     $   354,260
================================================================================
Interest expense     $    8,091   $    7,852 $    4,071       -     $    20,014
================================================================================
Total assets        $ 4,348,613   $  828,043 $  316,863 $1,182,385  $ 6,675,904
================================================================================
Capital expend.     $    97,899   $   62,385 $   19,339 $     -     $   179,623
================================================================================


Year Ended
May 31, 2004          Electric      HVAC     DataTelcom Unallocated     Total
--------------------------------------------------------------------------------
Revenues earned -
 External customers $11,004,154  $ 5,163,998          $       -    $ 16,168,152
 Intersegment            81,912      169,585                  -         251,497
--------------------------------------------------------------------------------
Total revenues
 earned             $11,086,066  $ 5,333,583          $       -    $ 16,419,649
================================================================================
Gross margins       $ 2,791,202  $ 1,441,797          $       -    $  4,232,999
================================================================================
Operating earnings
 (loss)             $  (241,680) $  (156,102)         $       -    $   (397,782)
================================================================================
Depreciation and
 amortization       $   325,122  $   113,624          $      -     $    438,746
================================================================================
Interest expense    $     8,564  $     4,130          $      -     $     12,694
================================================================================
Total assets        $ 3,091,046  $ 1,543,614          $ 1,297,348  $  5,932,008
Capital expend.        $132,611  $    75,577          $   101,006  $    309,194
================================================================================

                                       41
<PAGE>

Note 17.  Legal Proceedings.

1. The Company is engaged in  litigation  with Siemen's  Building  Technologies,
Inc., Edd Helms Group, Inc. v. Siemens Building  Technologies,  Case No. 04-8784
CA 08,  Circuit Court in and for  Miami-Dade  County,  Florida.  The  proceeding
commenced on April 16,  2004,  when the Company  filed suit against  Siemens for
breach of contract.  The Company sued Siemens for material breach of contract in
failing to provide necessary  drawings for the complete  performance work of the
contract for fire alarm installations. Siemens has filed a counter claim against
the  Company  and its  surety,  which in turn,  has filed an action  against the
Company for  indemnification  under the Bond,  should the surety be held liable.
The Company is suing for damages in excess of $1 million.  The counter claim has
not been quantified but is assumed to exceed $500,000.

2. The Company is engaged in litigation with Cameron Baird, Cameron Baird v. Edd
Helms Group,  Inc. d/b/a Edd Helms  Electric,  Case No.  01-10407 (08),  Circuit
Court in and for Broward County,  Florida.  The proceeding commenced on June 14,
2001.  A judgment of $47,000 was awarded  against the Company.  The  Plaintiff's
attorney  filed a request  for fees and was  awarded a judgment in the amount of
$203,000.  The  Company  has filed an appeal in this  matter  and has  issued an
irrevocable letter of credit against this judgment in the amount of $230,000.

                                       42
<PAGE>

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

During the fiscal years covered by this report, we did not have a change in or a
disagreement  with our  accountants.  We initially  appointed Dohan and Company,
Certified Public Accountants, as our auditors in 1997.

Item 8a.  Controls and Procedures

We maintain  disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Company's Securities Exchange Act of
1934 reports is recorded,  processed,  summarized  and reported  within the time
periods  specified in the SEC's rules and forms,  and that such  information  is
accumulated  and  communicated  to  management,  including  its Chief  Executive
Officer,  Executive Vice President, and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. Within 90 days prior to
the date of this report, we carried out an evaluation, under the supervision and
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive Officer, Executive Vice President, and Chief Financial Officer, of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing,  the
Chief Executive Officer,  Executive Vice President,  and Chief Financial Officer
concluded  that  our  disclosure   controls  and  procedures  are  effective  in
connection  with the filing of this  Annual  Report on Form  10-KSB for the year
ended May 31, 2005. There were no significant  changes in our internal  controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any significant deficiencies or material
weaknesses of internal controls that would require corrective action.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Sections 16(a) of the Exchange Act.

Rules promulgated by the Securities and Exchange Commission govern the reporting
of securities  transactions by directors,  executive officers and holders of 10%
or more of our common  stock.  Based solely upon our review of copies of reports
filed  with the SEC and  received  by us,  we  believe  that our  directors  and
executive officers have filed all required reports during the year-ended May 31,
2005.

Our directors and executive officers are as follows:

Director
Name                 Since         Age      Position
-----                -----         ---      --------
W. Edd Helms, Jr.    1985           59      Chairman of the Board of
                                            Directors, President and
                                            Chief Executive Officer

L. Wade Helms        1986           48      Executive Vice President, Secretary,
                                            Treasurer and Director

Dean A. Goodson      2005           37        Chief Financial Officer

Joseph M. Komarmy    1984           58      Vice President

Walter Revell**      2002           70      Independent Director

Edward McCarthy*     2002           61      Independent Director

* Designates member of the audit and compensation committees of the Board of
Directors.

**  Designated  as a financial  expert and member of the audit and  compensation
committees of the Board of Directors

W. Edd Helms,  Jr., since 1985, has been our Chairman of the Board of Directors,
President,  and Chief Executive Officer.  Edd Helms is also the President of Edd
Helms Air Conditioning, Inc., Edd Helms Marine Air Conditioning & Refrigeration,
LLC., and Datatelcom, Inc. Edd Helms served as the Chief Financial Officer until
March  2005.  Prior to the  merger of Edd Helms  Incorporated  with and into the
Hotelecopy,  Inc.  ("Merger"),  Edd Helms was the  President and Director of Edd
Helms,  Incorporated.  Edd Helms graduated in 1969 from the Joint Apprenticeship
Program of the National  Electrical  Contractors  Association and  International
Brotherhood of Electrical Workers. Edd Helms is the brother of L. Wade Helms.

L. Wade Helms has been our Executive Vice President,  Secretary,  Treasurer, and
Director  since the Merger.  From February 1986 until the effective  date of the
Merger,  Wade Helms  served in the capacity of Executive  Vice  President  and a
Director of Hotelecopy.  From 1983 to 1986, he was the Chief  Financial  Officer
and Vice President of Edd Helms, Incorporated and he served as a Director of Edd
Helms,  Incorporated  from 1984 until 1990.  Wade Helms  graduated  in 1979 from
Florida State University with a Bachelors Degree in Economics

                                       43
<PAGE>

Dean A. Goodson has been our Chief Financial  Officer since March 2005. From May
2003 until March 2005, Dean Goodson was our Controller.  From 1999 until 2003 he
was employed by a variety of companies  with  responsibilities  ranging from ERP
system  implementations  to corporate mergers and acquisitions.  From 1992 until
1999 he was  employed at Rinker  Materials  with his last  position  being Field
Controller.  From 1991 to 1992 he was  employed at Tri-City  Electric as a Staff
Accountant. Dean Goodson graduated in 1991 from Florida International University
with a Bachelors Degree in Accounting.

Joseph M. Komarmy has been our Vice President since the merger.  Joe Komarmy was
Vice  President of Edd Helms,  Incorporated  since 1984. He served as a Director
from April 5, 2002 until March 1, 2005.

Walter Revell has been  Chairman of the Board and CEO of H. J. Ross  Associates,
Inc., a consulting engineering, planning and environmental firm in Coral Gables,
Florida,   since  1991,  and  also  Chairman  and  CEO  of  Revell   Investments
International,  Inc., since 1984. He was President,  CEO and a Director of Post,
Buckley, Schuh & Jernigan,  Inc. from 1975 to 1983 after serving as Secretary of
Transportation  for the State of Florida from 1972 to 1975.  Walter  Revell is a
Director  and  Chairman of the Audit  Committee  of The St. Joe  Company,  and a
Director of Rinker Materials and other closely-held companies. He is Chairman of
the Greater Miami  Foreign  Trade Zone and also  Chairman of the Florida  Energy
2020 Study Commission by appointment of Governor Jeb Bush.

Edward J. (Ted)  McCarthy is currently  Vice  President  and General  Manager of
William Lehman Leasing  Corporation,  a position he has held since 1976. William
Lehman  Leasing is a 32 year old  company  associated  with the  William  Lehman
Dealership  Organization.  Ted McCarthy has been with leasing since 1973. He has
also served as Vice  President and General  Manager of William Lehman Dodge from
1985 to 1987 and Vice  President  and General  Manager of William  Lehman Isuzu,
Suzuki, and Subaru from 1991 to 1999.

Directors  are  elected to hold office  until the next Annual  Meeting and until
their respective successors are elected and qualified.  Our officers are elected
by the Board of Directors at the Annual  Meeting and hold office for the term of
one year.

Our By-Laws  contain  provisions  that permit  indemnification,  including legal
fees, of our directors,  officers,  employees,  and agents to the fullest extent
permitted by Florida law.

                                       44
<PAGE>

Item 10. Executive Compensation.

I.  Summary Compensation Table

The following table sets forth certain information  regarding  compensation paid
during each of the last three fiscal years to our executive officers. We have no
employment agreements with any officers or employees.

Directors  who are our  employees  do not receive  additional  compensation  for
serving  as  directors.  Non-employee  directors  receive  $2,500 for each Board
meeting  attended  in  person  and $500  for  each  Board  Meeting  attended  by
telephone.  Upon first becoming a director,  each non-employee director received
options under the  non-qualified  Stock Option Plan to purchase 10,000 shares of
common stock.

All of our directors  are  reimbursed  for  out-of-pocket  expenses  incurred in
attending  meetings of the Board of Directors  or  committees  thereof,  and for
other expenses incurred in their capacity as directors.

--------------------------------------------------------------------------------
Annual Compensation                              Long-Term Compensation
--------------------------------------------------------------------------------
                                                 Awards                 Payouts
--------------------------------------------------------------------------------
   (a)          (b)   (c)       (d)      (e)      (f)   (g)      (h)      (i)
-------------  ----  --------  --------  ------- ----- -------  ----- ----------
Name and       FYE   Salary    Bonus     Other   Restr Option/  LTIP   All Other
Principal                      Annual    Stock   ted    SARs    Pay-  comp.(inc.
Position                       Comp      Awards                 outs       cars)
-------------  ----  --------  --------  ------- ----- -------  ----- ----------

W. Edd Helms,  2005  $206,313                                            $  -
Jr.            2004  $250,000                                            $  -
               2003  $250,000                                            $ 3,277
President and
Chief Executive
 Officer
-------------  ----  --------  --------  ------- ----- -------  ----- ----------

L. Wade Helms  2005   $92,490                                            $20,044
               2004   $95,004   $ 3,000                                  $21,122
               2003   $95,004   $30,000  $12,500                         $13,702
Executive Vice
President
-------------  ----  --------  --------  ------- ----- -------  ----- ----------

Dean Goodson   2005   $82,505                                            $   -
               2004   $  -                                               $   -
               2003   $  -                                               $   -
Chief
Financial Officer
-------------  ----  --------  --------  ------- ----- -------  ----- ----------

Joseph M.      2005   $96,802                                            $23,770
Komarmy        2004  $106,121   $ 3,000                                  $24,561
               2003  $106,121   $30,000  $12,500                         $15,341
Vice President
-------------  ----  --------  --------  ------- ----- -------  ----- ----------

                                       45
<PAGE>

Equity Compensation Plan Information

The following table  summarizes share  information  about Edd Helms Group equity
compensation  plans  including the 2001 Incentive Stock Option Plan and the 2001
Non-qualified  Stock Option Plan.  Both of these plans have been approved by our
shareholders.

                                                            Number of securities
              Number of securities                       remaining available for
                      to be issued    Weighted-average     future issuance under
                  upon exercise of   exercise price of equity compensation plans
              outstanding options, outstanding options,    (excluding securities
Plan category  warrants and rights warrants and rights   reflected in column (a)

                       (a)                     (b)                  (c)
2001 Incentive
stock option
plan for
officers and
key employees        400,000                   0.15               1,100,000

2001 Non-qualified
stock option plan
to enable certain
directors, employees
and consultants to
acquire or expand
propriety interest
our Company           20,000                   0.21                 230,000

Equity compen-
sation plans not
approved by
security holders        NONE                    NONE                   NONE

Total                420,000                                      1,330,000



                                       46
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners, Management and Related
Stockholder Matters.

The following table sets forth, as of August 23, 2002, information with respect
to:
  (a) any person known to us to be the beneficial owner of five percent or more
        of the outstanding shares of our common stock,
  (b) each of our directors and our executive officers, and,
  (c) all of our directors and executive officers as a group.

For  computing  the  percentage  of the shares of our common stock owned by each
person or group  listed in this  table,  any shares not  outstanding,  which are
subject to  options  or  warrants  exercisable  within 60 days have been  deemed
outstanding. Except as otherwise indicated below, we believe each of the persons
named below to possess  sole  voting and  investment  power with  respect to the
shares of our common stock beneficially owned by such person.

                           Amt. Of Beneficially
      Name                 Owned Common Stock          Percent
-------------------        -------------------         -------
W. Edd Helms, Jr.                9,861,159              77.88%   (1)(9)
L. Wade Helms                       54,961                .43%      (2)
Dean A. Goodson                          0                .00%
Joseph M. Komarmy                  120,551                .95%      (3)
Carol Helms                      9,023,539              71.26%   (4)(9)
Walter L. Revell                    25,935                .20%      (5)
Edward McCarthy                      2,580                -         (6)
ESOP                             1,159,970               9.16%      (7)
All officers and directors      10,282,663              81.77%      (8)

The address of all four of our officers is: 17850 N.E. 5th Ave, Miami, Florida
33162.

(1) This  includes  8,957,934  shares held as a joint tenant with his wife Carol
Helms,  632,377 shares in his name, and 270,848 shares  attributed to him due to
his percentage ownership of our ESOP, which holds 1,159,970 shares of our common
stock.

(2) This  includes  the 2,147 shares held as joint  tenants  with his wife,  500
shares he owns in street  name,  50,000  shares  issued in January of 2002,  and
2,314 shares in the ESOP.  This does not include stock option to acquire 200,000
shares of our stock pursuant to our incentive  stock plan at a purchase price of
$.15 which options will expire in 2011.

(3) This includes  50,000 shares issued in January of 2002, and 70,551 shares in
the ESOP. This does not include an option to acquire 200,000 shares of our stock
pursuant to the our  incentive  stock  option  plan at a purchase  price of $.15
which options will expire in 2011.

                                       47
<PAGE>

(4) This includes 8,957,934 shares held as a joint tenant with her husband,  Edd
Helms,  and 65,605 shares  attributed to Mrs.  Carol Helms due to her percentage
ownership  of our ESOP.  However,  only 65,605  shares for Mrs.  Carol Helms are
added to determine the total number of beneficially  owned common shares for all
officers  and  directors.  (5) Walter L. Revell has sole  voting and  investment
power of these shares.  This does not include 10,000  nonqualified stock options
awarded April 5, 2002.

(6) Edward  McCarthy shares voting and  reinvestment  power of these shares with
his wife. This does not include 10,000  nonqualified stock options awarded April
5, 2002.

(7) The ESOP was adopted by Edd Helms,  Incorporated on May 15, 1995, and at the
time of the merger was funded with 638 shares of the common  stock of Edd Helms,
Incorporated.  As a result of the  merger  with  Hotelecopy,  the ESOP  received
1,378,781 of our shares of common stock.  Since the merger,  218,811 shares have
been  distributed  from  the  ESOP so that as of May 31,  2005,  the  ESOP  held
1,159,970 shares.

(8)      See notes 1-6 for the details.

(9) For purposes of the  percentage  calculations,  the shares held in common by
Edd and Carol Helms are included in the percentage ownership of each of them.

Item 12. Certain Relationships and Related Transactions

We lease our office and warehouse  facilities from a partnership owned by W. Edd
Helms, Jr. and Carol Helms. See Item 2 "Description of Property".

We believe that the above  transaction  is on terms and  conditions  at least as
favorable  to us as those  that would have been  available  from  non-affiliated
third parties. Any future transactions between us and our officers, directors or
principal  shareholders  or any  affiliates  will be made for bona fide business
purposes on terms no less  favorable  than could be obtained  from  unaffiliated
third parties, and will be approved by a majority of the Board of Directors.

                                       48
<PAGE>

Item 13. Exhibits and Reports on Form 8-K.

a. Exhibits required to be filed by Item 601 of Regulation S-B:

31.1  Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer

32.1  Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer


b. No Form 8-K was filed during the last  quarter of the period  covered by this
report.


Item 14. Principal Accountant Fees and Services

Audit Fees

Dohan and Company, CPA's, billed $102,338 for professional services rendered for
the  audit of our  annual  financial  statements  for  fiscal  year 2004 and the
reviews of the financial statements included in our Forms 10-QSB for that fiscal
year.  For fiscal year 2005,  the amount billed or accrued for the same services
is expected to be $108,738.

Tax Fees

Dohan and  Company,  CPA's,  billed  $6,380 for fiscal  year May 31,  2004,  for
professional  tax  services  and is  expected to bill  approximately  $7,000 for
fiscal year ended May 31, 2005.

The above audit fees were pre-approved by the audit committee based on estimated
budgets presented to the audit committee.


                                       49
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                          /s/ EDD HELMS GROUP, INC.
                                          -------------------------
                                              (Registrant)

                                       By:/s/ W. Edd Helms, Jr.
                                          -------------------------
                                          W. EDD HELMS, JR.
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                       Date: February 2, 2006

In  accordance  with the  Exchange  Act,  this  report  has been  signed  on the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

                                       By:/s/ W. Edd Helms, Jr.
                                          -------------------------
                                          W. EDD HELMS, JR.
                                          PRESIDENT, CHIEF EXECUTIVE OFFICER
                                          AND DIRECTOR


                                       By:/s/ L. Wade Helms
                                          -------------------------
                                          L. WADE HELMS
                                          EXECUTIVE VICE PRESIDENT, SECRETARY,
                                          TREASURER AND DIRECTOR


                                       By:/s/ Walter Revell
                                          -------------------------
                                          WALTER REVELL
                                          DIRECTOR


                                       By:/s/ Edward McCarthy
                                          -------------------------
                                          EDWARD MCCARTHY
                                          DIRECTOR

                                       Date: February 2, 2006




                                       50